GlaxoSmithKline successfully completes tender offer for shares of Praecis Pharmaceuticals

GlaxoSmithKline plc [NYSE: GSK] announced today the successful completion of the tender offer by its wholly-owned subsidiary Pilgrim Acquisition Corporation (PAC) for shares of common stock (including the associated preferred stock purchase rights) of PRAECIS PHARMACEUTICALS INCORPORATED (Nasdaq: PRCS).


The depositary for the offer has advised GSK and PAC that stockholders of PRAECIS have now tendered a total of approximately 9,236,144 PRAECIS shares, representing approximately 85.95% of the outstanding common stock of PRAECIS. PAC has accepted for payment all PRAECIS shares tendered in the offer.


GSK further announced that PAC intends to exercise its option, under the terms of the previously announced merger agreement, to purchase directly from PRAECIS a number of additional shares sufficient to give PAC ownership of at least 90% of PRAECIS’ outstanding common stock, when combined with the shares purchased by PAC in the offer. Exercise of the top-up option thus will permit PAC to effect a short-form merger of PAC with and into PRAECIS under Delawarelaw. PAC will pay $5.00 per share for these additional shares.


After exercising the top-up option, PAC expects to effect the short-form merger as promptly as practicable, without the need for a meeting of PRAECIS stockholders. In the merger, PAC will acquire all other PRAECIS shares (other than those as to which holders properly exercise appraisal rights) at the same $5.00 per share price, without interest and less any required withholding taxes, that was paid in the tender offer. As a result of the merger, PRAECIS will become a wholly-owned subsidiary of GSK.